0001702696-21-000078.txt : 20211101 0001702696-21-000078.hdr.sgml : 20211101 20211101115532 ACCESSION NUMBER: 0001702696-21-000078 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211029 FILED AS OF DATE: 20211101 DATE AS OF CHANGE: 20211101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hamilton Aimee T CENTRAL INDEX KEY: 0001831629 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38058 FILM NUMBER: 211366051 MAIL ADDRESS: STREET 1: 2800 POST OAK BOULEVARD STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77056 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cadence Bancorporation CENTRAL INDEX KEY: 0001614184 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2800 POST OAK BOULEVARD SUITE 3800 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7138714000 MAIL ADDRESS: STREET 1: 2800 POST OAK BOULEVARD SUITE 3800 CITY: HOUSTON STATE: TX ZIP: 77056 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2021-10-29 1 0001614184 Cadence Bancorporation CADE 0001831629 Hamilton Aimee T 2800 POST OAK BOULEVARD SUITE 100 HOUSTON TX 77056 0 1 0 0 EVP, Chief Risk Officer Class A Common Stock, par value $0.01 per share 2021-10-29 4 D 0 5435 D 0 D Class A Common Stock, par value $0.01 per share 2021-10-29 4 D 0 2425 D 2022-04-01 2022-04-01 Common Stock 2425 0 D Class A Common Stock, par value $0.01 per share 2426 2021-10-29 4 D 0 2426 D 2023-04-01 2023-04-01 Common Stock 2426 0 D Class A Common Stock, par value $0.01 per share 2021-10-29 4 D 0 1905 D 2024-04-01 2024-04-01 Common Stock 1905 0 D Class A Common Stock, par value $0.01 per share 2021-10-29 4 A 0 2575 A 2023-03-31 2023-03-31 Common Stock 2575 2575 D Class A Common Stock, par value $0.01 per share 2021-10-29 4 A 0 2386 A 2024-03-31 2024-03-31 Common Stock 2386 4961 D Class A Common Stock, par value $0.01 per share 2021-10-29 4 D 0 2575 D 2023-03-31 2023-03-31 Common Stock 2575 2386 D Class A Common Stock, par value $0.01 per share 2021-10-29 4 D 0 2386 D 2024-03-31 2024-03-31 Common Stock 2386 0 D Class A Common Stock, par value $0.01 per share 2021-10-29 4 A 0 4737 A 2021-10-29 2024-10-29 Common Stock 4737 4737 D Class A Common Stock, par value $0.01 per share 2021-10-29 4 D 0 4737 D 2021-10-29 2024-10-29 Common Stock 4737 0 D Disposed of in connection with this Agreement and Plan of Merger by and between BancorpSouth Bank ("BXS") and Cadence Bancorporation ("CADE"), dated April 12, 2021 and amended as of May 27, 2021 (the "Merger Agreement"), pursuant to which Cadence was merged with and into BXS, effective October 29, 2021 (the "Merger). Pursuant to the Merger, each issued and outstanding share of Cadence common stock par value $0.01 was converted into the right to receive .70 shares of BXS's common stock par value $2.50 per share (the "Exchange Ratio"). The opening price of the BXS's common stock on the NYSE on the effective date of the Merger was $29.16. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Cadence Common Stock. Represents time-vested restricted stock units each convertible into one share of Common stock under the Amended and Restated Cadence Bancorporation 2015 Omnibus Incentive Plan (the "Plan"). Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Cadence time-vested restricted stock unit automatically converted into a BXS time-vested restricted stock unit convertible into shares of BXS common stock based on the Exchange Ratio. Each BXS time-vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding Cadence time-vested restricted stock unit immediately prior to the effective time of the Merger. These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 1,697 shares of BXS common stock. These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 1,698 shares of BXS common stock. These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 1,333 shares of BXS common stock. Represents performance share units, each convertible into one share of Cadence common stock, under the Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Cadence performance share unit automatically converted into a BXS restricted stock unit convertible into shares of BXS common stock, with the number of underlying shares of BXS common stock determined based on the Exchange Ratio and higher of target performance and actual performance. Each BXS restricted stock unit is subject to the same terms and conditions (other than performance conditions) as applied to the corresponding Cadence performance share unit immediately prior to the effective time of the Merger. These performance share units were replaced with BXS restricted stock units convertible into an aggregate 1,802 shares of BXS common Stock. These performance share units were replaced with BXS restricted stock units convertible into an aggregate 1,669 shares of BXS common stock. Represents the grant of time vesting retention restricted stock pursuant to the Plan. The units vest on October 29, 2024, subject to continued employment through the vesting date, and are settled in shares of Class A common stock with any fractional shares settled in cash. These time vested restricted stock units were replaced with BXS restricted stock units convertible into an aggregate 3,315 shares of BXS common Stock. Jerry W Powell, Attorney-In-Fact for Aimee T Hamilton 2021-11-01